POCML 1 Inc. Files Filing Statement with Respect to a Qualifying Transaction with Mason Graphite Corp.

Oct 11, 2012, 17:45 ET from POCML 1 Inc.

TORONTO, Oct. 11, 2012 /CNW/ - POCML 1 Inc. ("POCML1" or the "Corporation") (TSX Venture Exchange "LMP.P"), a capital pool company ("CPC") and Mason Graphite Corp. ("Mason Graphite") are pleased to announce that POCML1 has filed its Filing Statement dated September 15, 2012 in respect of its qualifying transaction (the "Qualifying Transaction").

On October 4, 2012 the Corporation received conditional approval from the TSX Venture Exchange for the completion of its Qualifying Transaction, which will be effected pursuant to an amalgamation agreement (the "Amalgamation Agreement") among the Corporation, its wholly-owned subsidiary, and Mason Graphite, pursuant to which POCML1 agreed to acquire all of the issued and outstanding Mason Graphite common shares by way of amalgamation between its wholly-owned subsidary and Mason Graphite and following which the amalgamated company will be a wholly-owned subsidiary of POCML1. Pursuant to the Amalgamation Agreement, all of the outstanding Mason Graphite common shares will be exchanged for common shares of POCML 1 on a one for one basis, as more particularly described in the Amalgamation Agreement, such that former shareholders of Mason Graphite will continue as shareholders of POCML1. As a result 51,229,989 shares will be issued by POCML1 to former Mason Graphite shareholders, on a non-diluted basis, including 8,134,000 shares (representing 15.2% of the issued and outstanding shares of the resulting issuer on a non-diluted basis) which will be issued to Fahad Tamimi.

In connection with the Qualifying Transaction the Corporation will change its name to "Mason Graphite Inc."

The Qualifying Transaction is expected to close on or about October 15, 2012. The CPC Filing Statement is available under POCML1's profile on SEDAR at www.sedar.com.

Other Information

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Cautionary Statements Regarding Forward Looking Information

This press release contains "forward-looking information" within the meaning of Canadian securities legislation.  All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".  Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of POCML1, Mason Graphite or the resulting issuer to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) the possibility that the Qualifying Transaction would not be completed; (ii) volatile stock price; (iii) the general global markets and economic conditions; (iv) the possibility of write-downs and impairments; (v) the risk associated with exploration, development and operations of mineral deposits; (vi) the risk associated with establishing title to mineral properties and assets; (vii) the risks associated with entering into joint ventures; (viii) fluctuations in commodity prices; (ix) the risks associated with uninsurable risks arising during the course of exploration, development and production; * competition faced by the resulting issuer in securing experienced personnel and financing; (xi) access to adequate infrastructure to support mining, processing, development and exploration activities; (xii) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xiii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiv) risks related to regulatory and permitting delays; (xv) risks related to potential conflicts of interest; (xvi) the reliance on key personnel; (xvii) liquidity risks; (xviii) the risk of potential dilution through the issue of resulting issuer common shares; (xix) the resulting issuer does not anticipate declaring dividends in the near term; ** the risk of litigation; and (xxi) risk management.

Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, completion of the Qualifying Transaction, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein.  Although POCML1 and Mason Graphite have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information.  Such forward-looking information has been provided for the purpose of assisting investors in understanding POCML1, Mason Graphite and the resulting issuer's business, operations and exploration plans and may not be appropriate for other purposes.  Accordingly, readers should not place undue reliance on forward-looking information.  Forward-looking information is made as of the date of this press release, and POCML1, Mason Graphite and the resulting issuer do not undertake to update such forward-looking information except in accordance with applicable securities laws.